Software as a Service (SAAS) Agreement
AGREEDTERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to
use the Services.
BusinessDay: any day which is not a Saturday, Sunday or public holiday in Queensland, Australia.
Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the
assets, of a party by another entity in a single transaction or a series of transactions.
ContractPricemeans the price stated in the Agreement Particulars.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as
Confidential Information in clause 12.5.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of
using the Services or facilitating the Customer’s use of the Services.
EffectiveDate: the date of this agreement.
NormalBusinessHours: 9.00 am to 5.00 pm Australian Standard Time, each Business Day.
RenewalPeriod: the period described in clause 15.1.
Services: the subscription services provided by the Supplier to the Customer under this agreement as detailed in the Agreement
Particulars and the user instructions for the services.
Software: the online software applications provided by the Supplier as part of the Services.
SubscriptionTerm: has the meaning given in clause 15.1.
Support Services Policy: the Supplier's policy for providing support in relation to the Services as may be updated by the Supplier
from time to time.
User Subscriptions: a user subscription entitles Authorised Users to access and use the Services in accordance with this
agreement.
Exports: Exports are purchased by the Customer pursuant to clause 10.1. Exports any document that is rendered by clicking on the
Export button or document that has been rendered and delivered via API call. Exports have a maximum cap as outlined in the pricing
plan table.
ActiveProjects: Active projects are defined as a project whose documents are export and edit enabled in the software.
ArchivedProjects:Archived Projects cannot be modified in any way.
ArchivedDocuments:Archived Documents cannot be modified in any way.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect
the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other
service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the
reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise);
or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's
legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or
established.
1.5 Words in the singular shall include the plural and vice versa.
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment,
extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes e-mail correspondence.
1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs
of the relevant schedule to this agreement.
2. EXPORTS&AUTHORISEDUSERS
2.1 Subject to the Customer purchasing Exports in accordance with clause 3.3 and clause 10.1, the restrictions set out in this clause 2
and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable
right to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business
operations.
2.2 In relation to the Export limit, the Customer undertakes that the maximum number of Exports that it is authorised to and use shall not
exceed the number of Exports it has purchased from time to time.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services
that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(f) causes damage or injury to any person or property;
and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches
the provisions of this clause.
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2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create
derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the
Software in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or
any part of the Software; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially
exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2;
and
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of
any such unauthorised access or use, promptly notify the Supplier.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or
holding company of the Customer.
3. ADDITIONALEXPORTS
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional Exports
in excess of the number set out in the Agreement Particulars and the Supplier shall grant access to the Services to such additional
Exports in accordance with the provisions of this agreement.
3.2 If the Customer wishes to purchase additional Exports, the Customer shall notify the Supplier in writing. The Supplier shall evaluate
such request for additional Exports and respond to the Customer with approval or disapproval of the request (such approval not to be
unreasonably withheld).
3.3 If the Supplier approves the Customer’s request to purchase additional Exports, the Customer shall, within 30 days of the date of the
Supplier’s invoice, pay to the Supplier the relevant fees for such additional Exports as set out in the Agreement Particulars and, if such
additional Exports are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as
applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as
applicable).
4. QUARTERLYREVIEW
4.1 The Supplier and Customer will meet within 7 days of the beginning of each quarter following the Execution Date to review the
Services, Exports, any Additional Exports the Customer has requested and the level of Support the Customer has used during the
preceding quarter.
4.2 If the Customer has increased its Exports and has exceeded the Support Hours by more than 10% of the Subscribed Service the
Supplier and Customer will negotiate an appropriate increase to the Contract Price for the remaining Subscription Term.
5. SERVICES
5.1 The Supplier shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
5.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week in
accordance with the Supplier’s Support Services Policy.
5.3 The Supplier will provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in
accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided in accordance with the
hourly rate detailed in the Agreement Particulars. The Supplier may amend the Support Services Policy in its sole and absolute
discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
6. CUSTOMERDATA
6.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality,
reliability, integrity, accuracy and quality of the Customer Data.
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6.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy, as such document may be
amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s
sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged
Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure
described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer
Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data
maintenance and back-up).
6.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the
Customer Data, as such document may be amended from time to time by the Supplier in its sole discretion.
6.4 If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the
parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such
case:
(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the Australia or the
country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s
other obligations under this agreement;
(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the
Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s
behalf;
(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use,
processing, and transfer as required by all applicable data protection legislation;
(d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful
instructions reasonably given by the Customer from time to time; and
(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of
the personal data or its accidental loss, destruction or damage.
7. THIRDPARTYPROVIDERS
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and
purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier
makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or
correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer,
with any such third party. Any contract entered into and any transaction completed via any third-party website is between the
Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party’s
website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or
approve any third-party website nor the content of any of the third-party website made available via the Services.
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8. SUPPLIERSOBLIGATIONS
8.1 The Supplier undertakes that the Services will be performed with reasonable skill and care.
8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to
the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly
authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all
reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative
means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive
remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, the Supplier:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Services and/or
the information obtained by the Customer through the Services will meet the Customer’s requirements; and
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over
communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be
subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently
developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this
agreement.
8.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of
its obligations under this agreement.
9. CUSTOMERSOBLIGATIONS
The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to render the Services, including but not limited to Customer Data, security access information and configuration
services;
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(b) comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any
delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed
timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall
be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and
agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems
to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising
from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
(h) unless requested otherwise, the Supplier is permitted to use the Customer’s logo in marketing materials.
10. CHARGESANDPAYMENT
10.1 The Customer shall pay the Contract Price to the Supplier.
10.2 The Supplier shall invoice the Customer in equal monthly or yearly amounts, one month in advance for the Services in accordance
with this clause 10 and the Agreement Particulars.
10.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of
the Supplier:
(a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of
the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s)
concerned remain unpaid; and
(b) interest shall accrue on such due amounts at an annual rate equal to 10% over the then current base lending rate of the
Supplier’s bankers in the Australia at the date the relevant invoice was issued, commencing on the due date and
continuing until fully paid, whether before or after judgment.
10.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in Australian dollars;
(b) are, subject to clause 14.4(b), non-cancellable and non-refundable;
(c) are exclusive of goods and services tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate (if
applicable or if it becomes applicable during the Term due to a change in the applicable law).
10.5 If, at any time whilst using the Services, the Customer exceeds the amount of allocated storage, bandwidth or compute
(Infrastructure Storage) the Supplier shall charge the Customer, and the Customer shall pay, the Supplier’s then current excess
Infrastructure Storage fees. The Supplier’s excess Infrastructure Storage fees current as at the Effective Date are set out in the
Agreement Particulars.
11. PROPRIETARYRIGHTS
11.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services.
Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database
rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the
Services.
11.2 The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant
under, and in accordance with, the terms of this agreement.
12. CONFIDENTIALITY
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this
agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party’s lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
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(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential
Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of
this agreement.
12.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or
distributed by its employees or agents in violation of the terms of this agreement.
12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third
party.
12.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the
Supplier’s Confidential Information.
12.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
12.7 This clause 12 shall survive termination of this agreement, however arising.
13. INDEMNITY
13.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages,
expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the
Customer’s use of the Services, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the
Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
13.2 The Supplier shall, subject to clause 13.5, defend the Customer, its officers, directors and employees against any claim that the
Services infringes any Australian patent effective as of the Effective Date, copyright, trade mark, database right or right of
confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such
claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the
Supplier’s expense; and
(c) the Supplier is given sole authority to defend or settle the claim.
13.3 In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace
or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement
on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional
costs to the Customer.
13.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged
infringement is based on:
(a) a modification of the Services by anyone other than the Supplier; or
(b) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate
authority.
13.5 The foregoing states the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’,
agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or
right of confidentiality.
14. LIMITATIONOFLIABILITY
14.1 Subject to the provisions of clause 13, this clause 14 sets out the entire financial liability of the Supplier (including any liability for the
acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of this agreement;
(b) any use made by the Customer of the Services or any part of them; and
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(c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this
agreement.
14.2 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for
conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any
information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions
taken by the Supplier at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law
are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services are provided to the Customer on an “as is” basis.
14.3 Nothing in this agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier’s negligence; or
(b) for fraud or fraudulent misrepresentation.
14.4 Subject to clause 14.2 and clause 14.3:
(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract,
misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar
losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss,
costs, damages, charges or expenses however arising under this agreement; and
(b) the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall
be limited to the total Contract Price paid for the Services during the 12 months immediately preceding the date on which
the claim arose.
15. TERMANDTERMINATION
15.1 This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue
for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months
(each a RenewalPeriod), unless:
(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term
or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription
Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the SubscriptionTerm.
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15.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement
without liability to the other if:
(a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails
to remedy that breach within 30 days of that party being notified in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court
of competent jurisdiction to make a winding-up order in relation to the other party; or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or
documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or
notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder; or
(d) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of
competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes
possession of or sells the other party’s assets; or
(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent
jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) there is a change of control of the other party within the meaning of the Corporations Act 2001; or
(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
15.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them)
belonging to the other party;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives,
no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the
Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial
endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the
Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at
the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing
of Customer Data; and
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to
survive or implicitly surviving termination, shall not be affected or prejudiced.
16. FORCEMAJEURE
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations
under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control,
including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other
party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage,
compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood,
storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
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17. WAIVER
17.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is
addressed and to the circumstances for which it is given.
17.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
18. SEVERANCE
18.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be
invalid, unenforceable or illegal, the other provisions shall remain in force.
18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall
apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19. ENTIREAGREEMENT
19.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous
arrangement, understanding or agreement between them relating to the subject matter they cover.
19.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise,
assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this
agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
20. ASSIGNMENT
20.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other
manner with all or any of its rights or obligations under this agreement.
20.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or
obligations under this agreement.
21. NOPARTNERSHIPORAGENCY
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as
agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any
way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the
exercise of any right or power).
22. THIRDPARTYRIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable,
their successors and permitted assigns).
23. NOTICES
23.1 All communications (including notices, consents, approvals, requests and demands) (Notice) under or in connection with this
agreement:
(a) must be in writing;
(b) must be addressed to the party’s representative at the address specified;
(c) must be signed by the party making the communication or (on its behalf) by the solicitor for, or any attorney, director, secretary
or authorised agent of, that party;
(d) must be delivered or posted by prepaid post to the address, or sent by fax or email to the number or address of the addressee
specified in the Agreement Particulars; and
23.2 All Notices are taken to be received by the addressee:
(a) (in the case of prepaid post) on the third Normal Business Day after the date of posting to an address within Australia, and on
the fifth Normal Business Day after the date of posting by airmail to an address outside Australia;
(b) (in the case of fax) at the local time (in the place of receipt of that fax) which then equates to the time at which that fax is sent
as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms
transmission of that fax in its entirety, unless that local time is not on a Normal Business Day, or is after 5.00 pm on a Normal
Business Day, when that communication is taken to be received at 9.00 am on the next Normal Business Day; and
(c) (in the case of delivery by hand) on delivery at the address of the addressee as provided in the Agreement Particulars, unless
that delivery is made on a day that is not a Normal Business Day, or after 5.00 pm on a Normal Business Day, when that
communication is taken to be received at 9.00 am on the next Normal Business Day.
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23.3 If the Notice is given by email, it must be prominently entitled “Notice/Communication under SaaS Agreement” and will be regarded as
having been served:
(i) in the absence of proof to the contrary, if the sender does not receive an automated message in response to the effect
that the email has not been delivered or that the intended recipient is “out of office” or similar; and
(ii) on the date it is transmitted unless that day is not a Business Day or if the time of receipt is after 17:00 hours in
Brisbane, Queensland, in which case it will deemed to have been served on the next Normal Business Day.
24. GOVERNINGLAWANDJURISDICTION
24.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including
non-contractual disputes or claims) are governed by, and construed in accordance with, the law of Queensland, Australia.
24.2 The parties irrevocably agree that the courts of Queensland, Australia have exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.
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